General Risks

The investments into Predya throughout this STO may be exposed to general risks. Risks may include, or be associated with, crypto market risks, fiat currency and foreign currency translation risks, credit-risks, volatility risks, and political risks. Any of these risks may occur together with other risks. Some of these risks are briefly analyzed in this section. It should be noted, however, that this is not an inclusive list of all possible risks associated with an investment in this STO.

RISKS MAY BE INCURRED DIRECTLY BY ANY POTENTIAL INVESTOR IN SECURITIES OR INDIRECTLY THROUGH THE RISKS’ ASSOCIATED WITH PREDYA BUSINESS ACTIVITY.

Potential investors should be clearly aware of the risks incurred by an investment in Securities and not make any investment decisions before having received comprehensive advice from their legal, fiscal, and financial consultants, auditors or other experts on the suitability of an investment in Securities of Predya, taking into consideration their personal financial and fiscal situation as well as other circumstances, and on the information contained in this Whitepaper and in the Subscription Agreement.

Potential investors should carefully consider, in addition to the matters set forth elsewhere in this Whitepaper, the following factors relating to this investment.

The following list is not exhaustive and it does not cover all potential risks involved in this STO. Predya shall not be held responsible for any loss incurred due to the following risk factors.

Derivative financial instruments

Predya is allowed to make use of derivative financial instruments. They can also represent a part of the trading strategy. The use of derivative financial instruments for hedging purposes may change the general risk profile as a result of smaller opportunities and risks.

Derivative financial instruments are not standalone investment instruments; they are rights valued chiefly on the basis of the price and price fluctuations and price expectations of an underlying instrument. Investments in derivatives are exposed to the general market risk, the management risk, the credit risk, and the liquidity risk.

Due to the special features of derivative financial instruments, the above-mentioned risks can be of a different nature and in some cases may be more serious than the risks associated with an investment in the underlying instrument.

For this reason, the deployment of derivatives not only requires an understanding of the underlying instrument but also in-depth familiarity with the derivatives themselves.

Derivative financial instruments also incur the risk of a loss by Predya because another party participating in the derivative financial instrument does not meet its obligations (counterparty risk).

The credit risk involved in derivatives traded on a stock exchange is generally lower than the risk of over-the-counter derivatives because the clearinghouse that acts as the issuer or counterparty of any derivative traded on the stock market provides a settlement guarantee. To reduce the total default risk, this guarantee is backed by a daily payment system operated by the clearinghouse with which the assets needed for coverage are calculated.

Predya makes use in its trading of over-the-counter derivatives (OTC), there are no comparable clearinghouse guarantees, and Predya shall take into account the creditworthiness of each counterparty when assessing the potential credit risks involved in such over-the-counter derivatives.

Moreover, a liquidity risk exists because certain instruments may be difficult to buy or sell. In particularly large derivative transactions, or when the respective market is illiquid (as may be the case with over-the-counter derivatives), it may not always be possible to completely implement transactions or the liquidation of positions might be possible only with a higher expense.

Further risks in conjunction with derivatives can arise from incorrect pricing or valuation of derivatives. It is also conceivable that derivatives do not fully correlate with their underlying instruments, interest rates, and indices. Many derivatives are complex and often subjectively valued. Inappropriate valuations may lead to increased cash claims from counterparties or result in a value loss for Predya. Derivatives are not always valued in a direct or parallel correlation with the value of the assets, interest rates, or indices from which they are derived. For this reason, the deployment of derivatives by Predya is not always an effective way to achieve the trading results of Predya and in some instances might even achieve the opposite effect.

Collateral management

If Predya transacts over-the-counter (OTC) trades, it may be exposed to risks in conjunction with the creditworthiness of the OTC counterparties: when concluding forward contracts, options, and swap transactions or otherwise using derivative techniques, Predya is exposed to the risk that an OTC counterparty does not (or cannot) meet its obligations from a certain contract or from several contracts. The counterparty risk can be reduced by a collateral deposit. If Predya is owed collateral under a given agreement, it shall be held in safekeeping by or for the depositary. Cases of bankruptcy and insolvency or other credit default events involving the depositary or an entity of its sub depositary/correspondent bank network can entail a shift or another type of restriction of the rights of Predya with respect to the collateral. If Predya owes the OTC counterparty collateral under a given agreement, then it shall be transferred to the OTC counterparty as agreed between Predya and the OTC counterparty. Cases of bankruptcy and insolvency or other credit default events involving the OTC counterparty, the depositary or an entity of its sub depositary/correspondent bank network can entail a delay, a restriction or even the exclusion of the rights or of the recognition of Predya with respect to the collateral, which would force Predya to meet its obligations within the scope of the OTC transaction regardless of any collateral that may have been provided in advance to cover such obligations. Issuer risk (solvency risk)

Deterioration in solvency or even the bankruptcy of an issuer may entail at least a partial loss of the assets.

Counterparty risk

The risk arises when the delivery on transactions concluded for the account of the assets is jeopardized by liquidity problems or bankruptcy of the respective counterparty.

Inflation risk

Inflation may diminish the value of the invested assets. The purchasing power of the invested capital decreases when the inflation rate exceeds the yield of the investments.

Cyclical risks

These refer to the risk of price losses arising when at the time of the investment decision, the development of the economic cycle is not, or is incorrectly, taken into consideration so that securities investments are made at the wrong time or securities are being held during an unfavorable phase of the economic cycle.

Country or transfer risk

When a foreign borrower cannot meet obligations on time or fails to do so entirely despite solvency because of non-transferability or non-cooperation of the borrower’s country of domicile (due to foreign exchange restrictions, transfer risks, moratoriums, embargos, etc.), this is referred to as a country risk. Thus, payments rightfully due to Predya may fail to be remitted or may be remitted in a currency/token that due to foreign or crypto exchange restrictions is no longer convertible.

Transaction risk

Investments, particularly in unlisted securities, involve the risk that settlement through a transfer system cannot be executed as expected due to delayed or non-compliant payments or deliveries.

Liquidity risk

Predya may also acquire subjects of investment that are not approved for trading on a stock exchange or integrated into another organized market, and in particular, listed in exchanges that are not approved (such as crypto/token exchanges and/or platforms). The acquisition of such subjects of investment is associated with the risk that problems may arise especially when such subjects of investment are to be sold to third parties.

Equities of smaller companies (small caps) incur the risk that the market may not be liquid during some phases. The result may be that equities cannot be traded at the desired time and/or in the desired quantities and/or at the expected price.

Possible investment spectrum

Under consideration of the investment principles and limits specified by the trust agreement, which offers the AIF or the compartment a very broad spectrum, the actual investment policy may also be focused on the acquisition mainly of assets in only very few industries, markets, regions, or countries, for example. This focus on just a few specific sectors can be associated with special opportunities but also with corresponding risks (such as narrow markets, high fluctuation bandwidths with certain economic cycles).

Market risk (price risk)

This is a general risk associated with all investments which implies a possible change of the value of a certain investment against the interests of Predya.

Psychological market risk

Sentiment, opinions, and rumors may cause a significant price drop although the profit situation and future prospects of the companies/assets under investment have not necessarily changed in any sustainable way. Tokens are especially vulnerable to psychological market risks.

Settlement risk

This refers to the Predya’s risk of loss due to the failure of settlement of concluded transactions because a counterparty fails to pay or deliver, or due to errors in the operational execution of a transaction.

Legal and fiscal risk

Purchasing, holding, or selling of investments/assets of Predya may be subject to fiscal regulations (e.g. source taxation) outside the country of domicile of Predya. Moreover, the legal and fiscal treatment of Predya and PYAs may change in unexpected ways that cannot be influenced. The identification of an error in the tax appraisal of Predya for past financial years (for instance in conjunction with external tax audits) may, if the subsequent correction is basically to the disadvantage of the investor, force the investor to bear the tax burden arising from the correction for past financial years even though he may not have been invested Predya during the periods of time involved. Conversely, if a correction that is basically to the advantage of the investor for the current and for those past fiscal years during which he was invested in Predya, the investor might no longer be able to benefit from the correction if the PYAs were redeemed or sold prior to the implementation of the respective correction. Additionally, a correction of tax data may result in the recognition of taxable income or tax benefits in a fiscal assessment period other than the period actually involved, and this may have a negative impact on the individual investor.

Currency translation risk

If Predya holds or trades assets denominated in a foreign currency or currencies, it is exposed to a direct currency translation risk (to the extent that the foreign currency positions are not hedged). Falling exchange rates lead to a value reduction of the foreign currency investments. Conversely, the foreign exchange market also offers opportunities for gains. In addition to the direct currency translation risks, there are also indirect currency translation risks. Internationally active companies depend to a more or less significant degree on the development of exchange rates, and this may have an indirect effect on the price development of investments.

Changes to the trading policy

A modification of the trading policy within the scope of the legally and contractually permissible trading spectrum may change the risk exposure of Predya. Predya is entitled to make significant changes to the trading policy at any time.

Key persons risk

Among other factors, Predya, whose trading result is highly positive in a certain period, also owes this success to the suitability of the acting persons and thus to the correct decisions of its management. However, there may be changes as regards the persons who constitute Predya’s trading management. New decision-makers may then act with less success.

Unpredictability of Distributions

Return of capital and realization of gains, if any, on investments in Predya may occur upon distribution of dividend. Such distributions are likely to be unpredictable and may occur earlier than or later than anticipated by Predya. Investors should not expect significant returns for a period of years after their investment is made.

Liability for Return of Distributions

If Predya is otherwise unable to meet its obligations, the investors may, under applicable law, be obligated to return cash distributions previously received by them if such distributions are deemed to be a return of their capital contributions or a wrongful payment to them.

Interest-rate risk

To the extent that Predya invests in interest-bearing securities, it is exposed to an interest rate risk. When the market level of the interest rate rises, the price value of the interest-yielding securities of the assets may fall substantially. This is, even more, the case if the portfolio also contains interest-yielding securities with longer maturities and lower nominal interest.

Specific Risks

In addition to the general risks above mentioned in section A, Predya and any potential investor in Securities may incur the following specific risks (the “Specific Risks”). While Predya has taken all the precautions necessary to protect the interest of the Token holder and the digital assets being collected from the STO such as high security procedure, cold storage, multisignature wallets (etc.), an investment in crypto tokens is associated with specific risks that are rarely encountered in traditional investments.

The following risk factors that arise specifically with investments in the crypto world may occur not only individually but also cumulatively. Predya shall not be held liable for any loss incurred by investors due to the occurrence of Specific Risks.

No legal means of payment

Predya may trade in cryptocurrencies that are not legal tender, which means that the following functions are not fulfilled:

  • a) binding acceptance, i.e. the creditor of a payment obligation cannot reject the currency if the parties did not agree to different modes of payment;
  • b) acceptance with full par value, i.e. the monetary amount is equivalent to the specified amount and
  • c) the currency enables borrowers to settle their payment obligations.

Currently, no cryptocurrency is legal tender in any jurisdiction. Theoretically, however, it is conceivable in the future for cryptocurrencies to be declared legal tender in some jurisdictions. But it is not likely that this will be the case in an EU/EEA member state, and if it were to be issued by an authority, it would no longer be a decentralized cryptocurrency; instead, it would be a fiat currency backed by a central entity.

Risk of loss due to fraud on an exchange platform

This risk occurs when the conduct of employees of an exchange platform do not fulfill the reasonable expectations of the participants. Exchange platforms are not legally embedded in a jurisdiction and are therefore not regulated. The responsibility of the management for corporate governance in the exchange platform is unclear and/or business activities are not subject to independent audits. This risk is linked to both cryptocurrencies and security tokens (i.e. PYA).

The investor incurs a loss if the exchange platform is hacked

An exchange platform that temporarily holds cryptocurrency units that Predya trades can be hacked if its security measures are inadequate. Consequently, Predya could incur losses that, due to the exchange platform’s lack of equity, might not be refunded to Predya. Additionally, in such cases, Predya is not entitled to a refund because transactions cannot be reversed.

Risk of violation of existing laws and regulations

The regulatory and legal treatment of cryptocurrencies/tokens is unclear. Authorities can change their views unexpectedly and abruptly, and their views might not always be adequately communicated.

Predya may incur losses due to digital wallet theft, hacking, or malfunction of software/hardware.

This risk originates from the fact that digital wallets are software that resides on the computer or mobile devices of the depositary. Such devices are subject to defects and so is the software itself. Additionally, the encryption may be hacked. Contrary to conventional legal means of payment, this is possible from anywhere in the world. If a digital wallet is stored unencrypted, it is easy prey for hackers or thieves. It must also be pointed out the after an instance of fraud, Predya is not entitled to a refund because there are no relevant procedures such as the deposit insurance system for conventional accounts and due to the fact that lost or stolen coins cannot be distinguished from unused coins.

Market participants incur losses due to an unexpected legal application that makes contracts unlawful or unenforceable.

As long as government and supervisory authorities have formed an opinion concerning cryptocurrencies and tokens, all contractual relationships between market participants remain fraught with legal uncertainty. Once the authorities have formed an opinion, such contracts may become unlawful or unenforceable.

Predya may incur losses due to information asymmetry with respect to other market participants.

The anonymity of some market participants and the lack of technical accessibility of Predya promotes information asymmetry and insider know-how from which the former could profit to the disadvantage of Predya.

Risk that tokens cannot be converted into legal currencies or not for a reasonable price.

This risk can occur on an exchange platform, for example, on which illiquid markets, low market depth, a lack of market makers, and an illiquid exchange platform discourages arbitrageurs from trading there and delivering liquidity. Fundamentally, this danger can also occur because anyone can anonymously establish a token system (and then change its functionality).

Risk of loss of the password/key to digital wallet

Contrary to the loss of the password for a bank account, a credit card, or an EC card, there may not be a centralized administrator that can issue new passwords. Furthermore, no identity is linked to the digital wallet as proof of ownership. Digital wallets can be hacked and there are no effective complaint and reimbursement processes.

Risk of loss due to manipulation of tokens prices

This risk originates from the lack of depth in crypto markets, the possibility of concerted action by a small number of holders of large token/coin amounts to influence pricing, the general lack of transparency in crypto markets and the lack of a centralized entity that could intervene to stabilize pricing.

Risk of unreliable exchange rate data

This risk is due to the fact that trading, market activity, market making, handling and clearing on exchange platforms throughout the world are not subject to independent standards that would normally assure reliable and consistent exchange rates. Moreover, pricing in crypto markets is intransparent and vulnerable to manipulation, and there is a lack of transparency in the execution of purchase and sales orders.

Risk Predya incurs a loss when it invests in a fraudulent investment system or a Ponzi scheme with crypto assets

This risk is due to the fact that persons with interests in the underlying asset can conceal their identity and are therefore not bound by any integrity requirements. Moreover, they must not disclose the risks to which an investor is exposed, etc. Additionally, due to the nature of crypto assets, investors are more vulnerable to deception by a Ponzi scheme with crypto assets than other regulated types of investments. Moreover, the user may not have access to a reimbursement process.

Risk of significant price fluctuations within very short periods of time

This risk is due to the fact that trading, market activity, market making, handling and clearing on exchange platforms throughout the world are not subject to independent standards that would normally assure reliable and consistent exchange rates. Instead, the price of a unit of a given token system depends on how extensively it is accepted and deemed established, which is uncertain. Furthermore, the market depth (i.e. the size of an order needed to move the market price by a certain amount) is low. Pricing in crypto markets is not transparent and subject to manipulation. The execution of purchase and sales orders lacks transparency.

Risk of money laundering

This risk occurs because senders and recipients can execute crypto transactions on a peer-to-peer basis and no personal identification is required because no names are associated with the wallet addresses. Additionally, there are no intermediaries that could inform the authorities about suspect transactions.

Transactions with crypto assets may be used with criminal intent such as money laundering

Transactions with crypto assets are public but the owners and recipients of such transactions are not. The transactions can hardly be traced, offering users of crypto assets a high level of anonymity. Therefore, the network of crypto assets can be used for transactions of a criminal nature such as money laundering. Misuse of this kind can also entail consequences for Predya. Supervisory authorities or courts can shut down trading platforms and thus prevent Predya and the investors from accessing its assets on the platform.

Criminals can launder proceeds from illegal actions because they can quickly and irrevocably make payments and transfers with crypto assets anywhere in the world.

This risk exists because cryptocurrency systems are not restricted as a means of payment and are accepted across jurisdictional borders. All it takes for cryptocurrency transactions is access to the Internet. The cryptocurrency infrastructure is often distributed around the world and it is difficult to intercept transactions. As a rule, cryptocurrency transactions are irrevocable.

Market participants are controlled by criminals, terrorists, and related organizations

This risk exists because market participants are often administrated by persons who are not “fit and proper”. This risk also exists because cryptosystems are not restricted and are accepted across jurisdictional borders. All it takes for crypto transactions is access to the Internet. The crypto infrastructure is often distributed around the world and it is difficult to intercept transactions. As a rule, crypto transactions are irrevocable.

Risk of value erosion due to substantial or unexpected exchange rate fluctuations

Due to the fact that crypto markets and pricing within them are relatively not transparent, pricing of crypto assets at exchange platforms can easily be manipulated by a small number of persons with large holdings. Moreover, denial of service attacks can prevent the execution of transactions, which further aggravates the problem. For decentralized crypto assets, there is no centralized authority that could intervene to stabilize the exchange rates.

Possible loss of money on a trading platform (exchange platform)

Predya may purchase virtual currencies directly from an owner or via a trading platform. Generally, such platforms are not regulated. Several trading platforms have already had to discontinue business activities or have been shut down for other reasons – in some cases because of hacker attacks. In the past, investors have permanently lost significant amounts of money on such platforms.

It must be pointed out that trading platforms are not banks that manage their virtual currency in terms of a deposit. If a trading platform loses money or must discontinue operations, there is no legal protection mechanism (such as with a deposit insurance system) that would cover losses of Predya of assets held by the trading platform. This also applies if the activity of the trading platform is approved by the authorities. The same risk applies to PYA tokens.

Theft of Predya money from Predya’s digital wallet

The purchased amount of a digital currency is stored in a digital wallet, on a computer or laptop or smartphone. Digital wallets have a public key and a private key or a password needed to gain access. However, digital wallets are not reliably protected against hackers. Just like from a physical wallet, the compartment’s money can also be stolen from a digital wallet. The supervisory authorities are aware of cases in which users have lost virtual currency amounts. The prospects of recovering the money are dim.

In the event of a loss of the key or the password for a digital wallet, Predya virtual assets may be lost forever. There are no centralized entities that store passwords or issue new ones.

The value of virtual currencies, as well as tokens, can fluctuate drastically and even drop to zero.

Fiscal risks

The legal and regulatory treatment of cryptocurrencies and securities tokens is unclear and contradictory, as is their fiscal treatment. The taxable event and the geographical location of the taxable event can be unclear as well.

It is conceivable that the fiscal baseline conditions (currently applicable laws, publications by the administrators, jurisdiction, etc.) that apply to holding, buying, and selling tokens will change and may have negative fiscal consequences (in the form of value added tax or capital gains taxes) with a negative impact on the investor’s earnings. It cannot be ruled out that investments are made that result in a fiscal burden with a relevant impact on the yield of the investment. The fiscal burden may vary during the life of the investment due to changes of the relevant domestic or foreign legislation and taxation practices. Predya cannot assume any liability for fiscal consequences.

Operational risks

Operational risks in conjunction with trades in crypto assets and currencies are risks that arise from the user and from the instability of information technologies. The danger of irreversible losses due to malware, data loss or hacker attacks on the online exchanges exists. The loss of the entire online wallet due to a hacker attack cannot be precluded. Other risks occur, for example, due to overloads of system capacities and thus system crashes and blackouts. General operational risks may also occur. For example, the loss of, or damage to, the private keys needed to gain access to the cryptocurrency wallets is possible and can result in the permanent loss of access to the online wallet and in massive losses for the compartment.

Lack of user-friendliness

The handling of crypto assets lacks user-friendliness. Difficulties arise mainly in the way the so-called private keys are handled. They assure that owners can control their own crypto assets. The loss or theft of such keys irreversibly results in the loss of the crypto assets.

Regulatory/political risks

It cannot be precluded that crypto assets and cryptocurrencies which are currently (mainly) not regulated will be used for illegal activities such as money laundering. Other regulatory risks arise from a lack of consumer protection in transactions with crypto assets and currencies. The lack of regulation can result in a deficit of confidence in the crypto market, which may lead to a decline in value. On the other hand, should the assets and currencies be more strictly regulated in the future, this may result in a decline of demand and lower prices. Prospective fiscal burdens or other trade restrictions can result in value losses as well. In general, changes in current regulation would cause unrest in the crypto markets. The effects are currently unpredictable. Potential regulation measures could result in greater operational and compliance requirements for the online trading platforms, which in turn could increase transaction costs or in worst-case scenarios cause substantial or total losses if the platform cannot comply with legal directives.

Prohibition of purchases and sales of or trading in virtual currencies

It cannot be precluded that cryptocurrencies will be criminalized by foreign governments in the future: every country can issue laws that prohibit or restrict the purchase or ownership of or trades with virtual currencies. Given increasing capital flight, repressive regulations by individual countries cannot be ruled out.

Market risks

Due to the partially immature nature of cryptocurrencies and crypto assets as well as the disparate market depth (liquidity) on the individual exchanges and at different times of day, the prices of cryptocurrencies and crypto assets can vary considerably among the individual trading platforms.

Market volatility

Crypto assets and cryptocurrencies are deemed to be highly speculative investments. Thus, their market price does not necessarily mirror the true economic value of the assets and currencies but instead purely reflects supply and demand on the part of speculative investors. These characteristics, together with the lack of regulation by central banks/supervisory authorities, result in much greater volatility than that of traditional currencies and financial instruments.

Liquidity risks

In the event of a lack of liquidity on the market for specific crypto assets and/or cryptocurrencies, this would influence pricing and increase volatility.

Legal risks

Litigation, regardless of the outcome, could undermine the public’s confidence in crypto trades and reduce their value.

Bugs

A bug (programming error) in the protocol can endanger the security of the network and result in losses.

Environmental aspects

The operation of large blockchain applications requires a large amount of energy. Large mining farms are located in China, for example, where environmental considerations play a subordinate role. This could lead to an image loss and less usage of crypto assets.

Lacking standards

There is still a lack of generally valid or at least accepted standards with respect to crypto investments. This applies, for instance, to valuation methods, performance measurements (no generally accepted indices exist) but also to employee qualifications in this context. The lack of standards makes investment decisions more difficult and can cause misguided expectations among investors.

1. Preliminary Provisions

1.1. TERMS AND CONDITIONS

Through these Terms and Conditions, we are placing legal conditions on your use of the Site, Services and making certain promises to you.

1.1.1. You must agree to all of the conditions in this Agreement. If you do not agree to or accept all the conditions of this Agreement, please immediately discontinue access to and use of the Site and the Services.

1.1.2. If you are under the age of eighteen (18) or the legal age for entering legally binding contracts under applicable laws, you are not permitted to use this Site and its Services at all. Misrepresentation of your age to gain access to our Services is considered a breach of this Agreement and may constitute computer hacking under applicable law.

1.2. RIGHT TO COUNSEL

If you do not understand all of the terms in this Agreement, then you should consult with a lawyer before using the Site and our Services.

1.3. PARTY DEFINITIONS AND INTRODUCTORY TERMS

The operative parties referred to in this Agreement are defined as follows:

1.3.1. Predya S.A. is the operator of the website (“Site”), the Exchange, and any associated Services. Hereinafter, each of “Predya S.A.” or the “Company”. The Site may contain images and content, including, but not limited to, text, software, images, graphics, data, messages, or any other information, and any other website content owned, operated, licensed, or controlled by the Company (collectively, “Materials”).

1.3.2. As the user of this Site and/or Services (the “User”), this Agreement will refer to the User as “you” or through any second-person pronouns, such as “your,” “yours,” etc. Hereinafter, the User of the Site and/or Services shall be referred to in applicable second-person pronouns.

1.3.3. For the purposes of this Agreement, all Members are Users, but not all Users are Members. This Agreement applies to all Users, whether they are Members or not. You become a User by accessing this Site or Service in any way. You need not become a Member of the Site to make this Agreement apply to you. You become a “Member” by registering with the Site for a Member ID and password, as discussed below. Only Members may trade or exchange virtual currency via the Services.

1.3.4. Hereinafter, the Company and you shall collectively be referred to as the “Parties” and each, a “Party”.

1.4. INTENT TO BE BOUND

THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND THE COMPANY. YOU SHOULD TREAT IT AS ANY OTHER LEGAL CONTRACT BY READING ITS PROVISIONS CAREFULLY, AS THEY WILL AFFECT YOUR LEGAL RIGHTS. BY ACCESSING THE SITE OR USING THE SERVICES IN ANY MANNER, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. YOU MAY NOT PICK AND CHOOSE WHICH TERMS APPLY TO YOU. IF YOU DO NOT AGREE WITH ALL OF THE TERMS IN THIS AGREEMENT, YOU MUST CEASE ALL ACCESS AND USE OF THE SITE AND ANY OTHER SERVICES PROVIDED BY THE COMPANY. NOTHING IN THIS AGREEMENT IS INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES.

1.5. CONSIDERATION

Consideration for your acquiescence to all of the provisions in this Agreement has been provided to you in the form of allowing you to use our Site and our Services. You agree that such consideration is both adequate, and is received upon your viewing or using any portion of any of our Site and/or Services.

1.6. ELECTRONIC SIGNATURES / ASSENT REQUIRED

1.6.1. No one is authorized or allowed to access this Site or use the Services unless he, she or it has signed this Agreement. Such signature does not need to be a physical signature, since electronic acceptance of this Agreement is permitted by various jurisdictions’ laws, such as the Electronic Signatures in Global and National Commerce Act (E-Sign Act) and similar legislation. You manifest your agreement to this Agreement by taking any act demonstrating your assent thereto. Most likely, you have clicked or will click a button containing the words “I agree” or some similar syntax. You should understand that this has the same legal effect as you placing your physical signature on any other legal contract. If you click any link, button or other device provided to you in any part of our Site’s interface, then you have legally agreed to all of these Terms and Conditions. Additionally, by using any part of our Site or Services in any manner, including the Exchange, you understand and agree that such use constitutes your affirmation of your complete and unconditional acceptance to all of the terms in this Agreement.

1.6.2. Even if you fail to sign this Agreement, you understand and agree that you are still bound by the terms of this Agreement by virtue of your viewing the Site or using any portion of the Site or our Services.

1.7. ILLEGAL ACTIVITIES

If you are seeking information regarding any illegal activities, or seeking to engage in any illegal or fraudulent financial activity, please leave this Site immediately and do not attempt to use the Services. You acknowledge and agree that you are aware of the legality of using our Services in your relevant local jurisdiction, and you agree that you will not use the Services, including the Exchange, if such use is prohibited or otherwise violates the laws of your state, province, country, or other jurisdiction.

1.8. REVISIONS TO THIS USER AGREEMENT

1.8.1. From time to time, we may revise this Agreement. We reserve the right to do so, in our sole and absolute discretion, and you agree that we have this unilateral right. Your continued use of the Site and the Services shall be deemed acceptance of the then prevailing terms and conditions. You agree that all modifications or changes to this Agreement are in force and enforceable immediately upon posting. Any updated or edited version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect. To the extent any amendment of this Agreement is deemed ineffective or invalid by any court, the Parties intend that the prior, effective provisions of this Agreement be considered valid and enforceable to the fullest extent, and all remaining provisions shall remain in full force and effect.

1.8.2. We agree that if we make any material changes to this Agreement, we will send you an email or written notification regarding the changes and include an updated version of this Agreement on our web page.  The updated version of the Agreement will include a new “last modified” date at the top of the Agreement in order to identify the then-currently applicable Agreement.  Following receipts of such a notice and the posting of the updated version of the Agreement on our web page, please re-review the Agreement in order to ensure that you understand how your rights and responsibilities may have been affected by the revisions.

1.8.3. If you fail to periodically review this Site and Agreement to determine if any of the terms have changed, you assume all responsibility for your failure to do so and you agree that such failure amounts to your affirmative waiver of your right to review the amended terms. We are not responsible for your neglect of your legal rights.

1.9. INCORPORATION BY REFERENCE

Although this Agreement represents the primary terms and conditions with respect to our Site and Services, certain additional guidelines and rules are hereby incorporated by reference. These documents,  which can be found on our Site, and which are specifically incorporated by reference, and which form an integral part of this Agreement, are the following: (i) Privacy Policy and (ii) Anti-Money Laundering/Know Your Customer.

2. Explanation of Membership

2.1. ACCESS AND LIMITED LICENSE

All Users may access certain public areas of the Site; however, only Members may use the Exchange or ancillary Services. You understand that all we are providing to you is access to our Services as we provide them. You need to provide your own access to the Internet, and any Internet access or other fees that you incur to access our Site and use our Services are your sole responsibility. We are not providing any hardware or software to you. You will need to purchase or license the necessary hardware and software to access the Site and Services. This Agreement covers all public and non-public areas of the Site.

2.2. VIRTUAL CURRENCY

We do not provide or issue our Members any virtual currency whatsoever. All virtual currency, including, but not limited to, Bitcoin (“XBT”), exchanged or traded by and between our Members originates from the Members themselves. The Company does not have access to any third-party accounts used by Users or Members to obtain virtual currency. All currencies transferred to us by Members for use with the Exchange are held in an omnibus client account controlled by the Exchange. The Exchange maintains an internal ledger recording how much virtual currency each Member possesses in the omnibus client account, and all transactions between Members are based on such ledger.

2.3 NOT A BANK ACCOUNT

YOUR ACCOUNT WITH US (AND ANY AVAILABLE CURRENCY THEREIN) IS NOT A BANK ACCOUNT, CREDIT CARD or DEPOSITS. OUR SERVICES ARE NOT FINANCIAL INSTRUMENTS. NO INTEREST WILL BE PAID ON ANY FUNDS OR CURRENCY YOU USE TO PURCHASE OR TRADE FOR ANY OTHER CURRENCY, BITCOIN, OR ANY OTHER THING WITH OTHER MEMBERS, AND ALL ASSETS, INCLUDING SUCH CURRENCY OR BITCOIN, THAT ARE DIRECTLY HELD BY THE COMPANY ARE NOT INSURED BY THE COMPANY OR ANY GOVERNMENT AGENCY.

2.4. DISCLAIMER; RISK FACTORS

2.4.1 We are not responsible for any loss or damage incurred by you as a result of your use of our Services or for your failure to understand the nature of virtual currencies or the market for such currencies. All we are providing you is a method by which you can exchange, trade, and/or store certain virtual currencies, and we make no representations or warranties concerning the value, stability, or legality of any such virtual currencies.

2.4.2. You acknowledge the following risks related to your use of the Site and the Services:

  • The risk of loss in trading virtual currencies such as Bitcoin (collectively, “Digital Assets”) may be substantial and losses may occur over a short period of time.
  • The price and liquidity of Digital Assets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future.
  • Digital Assets are not legal tender, not backed by any government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.
  • Legislative and regulatory changes or actions at the state, European Union or international level may adversely affect the use, transfer, exchange and value of Digital Assets.
  • Transactions in Digital Assets may be irreversible, and accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
  • Some Digital Assets transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transactions.
  • The value of Digital Assets may be derived from the continued willingness of market participants to exchange fiat currencies for Digital Assets, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market for that virtual currency disappear.
  • There is no assurance that a person who accepts Digital Assets as a payment today will continue to do so in the future.
  • The nature of Digital Assets may lead to an increased risk of fraud or cyberattack, and may mean that technological difficulties experienced by the Company may prevent the access or use of your Digital Assets.
  • Any bond or trust account we may hold for your benefit may not be sufficient to cover all losses incurred by you.

You acknowledge and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of those risks for you, and that the Company does not give advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for, Digital Assets. You acknowledge and agree that you shall access and use the Services and the Site at your own risk.

This brief statement does not disclose all of the risks associated with trading in Digital Assets.  You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of the funds in your Account (as defined below), and that under certain market conditions, you may find it difficult or impossible to liquidate a position.

2.5. VIRTUAL CURRENCY VALUES

You understand and agree that, due to technical and other restrictions, the virtual currency values displayed on our Site may be delayed and therefore not reflect the current, live market value of such currency. Nonetheless, you agree that the values displayed on our Site control your Account and your use of the Site and Services, including the Exchange.

2.6 YOUR ACCOUNT; REGISTRATION DATA

In order to use the Exchange, you must create an account with us (your “Account”). Your Account will be used to store various virtual currency amounts as deposited by you. In creating your Account, you may be asked to provide certain registration details and information. In order to verify your identity, some of this information may be personal, private or detailed. In connection with completing the online registration form, you agree to provide true, accurate, current and complete information about yourself as prompted by the registration form (such information being the “Registration Data”); and you further agree to maintain and promptly update the Registration Data to keep it true, accurate, current and complete at all times while you are a Member. While we use reasonable efforts to protect the personal information of others from inadvertent release or misappropriation, we are not responsible for the intentional or criminal acts of third parties such as hackers or “phishers.” Please refer to our Privacy Policy for more information on the use of your personal information.

2.7 YOUR ACCOUNT RESPONSIBILITY

You are entirely responsible for any and all activities conducted through your Account. You agree to notify us immediately of any unauthorized use of your password or Member ID, as well as of any other breach of security. While we may implement certain monitoring procedures designed to alert us to fraudulent activity, we are not responsible for any unauthorized use of your Account, and you agree that you are responsible for such unauthorized use and for protecting the confidentiality of your password.

2.8  NO ACCOUNT TRANSFERS

Control or use of your Account may not be transferred, leased, assigned or sold to a third party. We disclaim any and all liability arising from fraudulent entry and use of the Site, Exchange, and other Services (including, but not limited to, liabilities arising from unauthorized trades executed through your Account). If a User fraudulently obtains access to your Account or the Exchange, we may terminate the User’s access and membership immediately and take all necessary and appropriate actions under applicable federal, state, and international laws.

2.9. PASSWORD SECURITY

AS PART OF OUR SECURITY MEASURES AND POLICIES, PLEASE NOTE THAT WE WILL NEVER ASK YOU, FOR ANY REASON, WHETHER BY EMAIL, REGULAR MAIL OR TELEPHONE, TO DISCLOSE YOUR ACCOUNT PASSWORD. PASSWORD INQUIRIES WILL ONLY BE CONDUCTED ONLINE AND ONLY AFTER YOU HAVE SIGNED ONTO THE COMPANY’S SITE. WE WILL NEVER SEND YOU EMBEDDED LINKS IN AN EMAIL REQUESTING THAT YOU SIGN ONTO THE SITE BY CLICKING SUCH A LINK. IF YOU RECEIVE AN EMBEDDED LINK BY EMAIL, CLAIMING TO BE FROM US, YOU SHOULD NOT OPEN IT OR CLICK ON THE LINK. THE EMAIL IS NOT FROM US AND IS LIKELY FRAUDULENT. NEVER GIVE YOUR ACCOUNT PASSWORD TO ANYONE WHOM YOU DO NOT INTEND TO AUTHORIZE TO USE YOUR ACCOUNT.

2.10. THIRD PARTY ACCOUNT INFORMATION

In order to provide you with the Services, including the Exchange, you may also be required to disclose certain other third-party account information to us, including, without limitation, your bank account number, your Bitcoin addresses and related information. As indicated elsewhere in this Agreement, we are not responsible for any unauthorized use of your Account with the Company or any third-party accounts which you use in connection with the Exchange.

2.11. TRADING

After your Account has been funded, you may begin to trade your virtual currency with other Members. Trading is accomplished via bids and offers to buy and sell virtual currency. Specific examples and illustrations of how trading works may be found on the Site. We are not responsible for any disputes among or between Members regarding any transaction.

Matching bids and offers to buy and sell virtual currency are automatically paired by the Exchange, and the Exchange will notify the respective Members that the order has been executed. Once a match is made, the order is executed and cleared instantaneously. YOU SHOULD ONLY PLACE A BID OR OFFER TO BUY OR SELL IF YOU FULLY INTEND TO COMPLETE THE TRANSACTION. You have the right to stop payment of a preauthorized bid or offer to sell or buy virtual currency by initiating procedures through your Account online to effectuate closure of such open bid or offer.

Members may only sell as much virtual currency as is recorded by the Company in the Exchange ledger, plus the applicable Transaction Fee (as defined below). Any attempt by you to sell more virtual currency than our records show exists in your Account after deduction of the applicable Transaction Fee will result in an unsuccessful trade and may be grounds for termination of your Account.

2.14 NO REVERSAL OF TRADES

Once an order has been executed and the appropriate currencies have been credited and debited from the Members’ Accounts, the transaction may not be reversible. The Exchange simply matches bids and offers put forth by Members and assists Members with carrying out the intent of the Member as expressed via the bid(s) or offer(s).

2.15. FEES FOR MEMBER TRANSACTIONS

In order to provide the Site, Exchange, and other Services to you, we charge a fee on each transaction initiated by Members of the Site (such fee, a “Transaction Fee”). The current Transaction Fee may be found on our Site. We reserve the right to change, modify or increase the Transaction Fee at any time and from time to time. Any such changes, modifications or increases will be effective upon posting such changes, modifications or increases on our Site. If you do not agree to the posted changes, modifications, or increases, you may delete your Account as provided herein. Your first use of your Account following the posting of any changes or revisions to the terms of this Agreement or modified Transaction Fee as posted on the Site will constitute your acceptance of all such changes or revisions.

2.16. TRANSACTION FEES DUE FROM BUYER AND SELLER

Transaction Fees are paid by both the buyer Member and seller Member in any given transaction. The XBT buyer and seller will each be charged a fee in USD/EUR/SGD.  The Member is responsible for any fees imposed by third parties in connection with transferring virtual currency into the omnibus client account. The Exchange does not charge fees to transfer virtual currency from the omnibus client account.

2.17. WITHDRAWING CURRENCY

In addition to allowing Members to trade virtual currency, the Exchange allows Members to withdraw virtual currency upon request to us. Members may withdraw all or some of their virtual currency, and there is no minimum amount of virtual currency required to maintain your status as a Member (however, as indicated above, you may only trade or sell virtual currency up to the amount shown as belonging to you in the ledger maintained by the Exchange). XBT currency will be transferred from the Exchange’s account to the specific Bitcoin address provided by the Member. Withdrawals may take up to three (3) days to complete, provided that larger withdrawals may take up to thirty (30) days to complete and that any withdrawal may be delayed as necessary to comply with applicable law and/or the Exchange’s customer identification and anti-money laundering procedures.

2.18. STATEMENT OF ACCOUNT

A statement of your available currency balance and the status of your Account is available to you in electronic format for viewing online anytime (subject to down times) at the Site. You may review online all transactions that have taken place in the previous one year. You also have the right to receive a receipt, trade ticket or other evidence of a transaction.

2.19. TRADING ERRORS

If you believe that you have been erroneously charged a Transaction Fee, please notify us immediately of such error, along with any additional information concerning the transaction. If we do not hear from you within thirty (30) days after such alleged erroneous Transaction Fee first appears on any Account statement, such fee will be deemed acceptable by you for all purposes.

2.20. CANCELLATION AND TERMINATION OF YOUR MEMBERSHIP AND ACCOUNT

2.20.1. You may close your Account by providing written notice to us, and on such notice, a hold will be placed on your Account to allow all pending transactions to clear, if any. After notifying us of your desire to close your Account, you may only use the Exchange to withdraw the remaining available currency associated with your Account.

2.20.2. All currencies appearing in the ledger and attributed to you must be withdrawn or otherwise sold or transferred before cancellation of your Membership and closing of your Account will be finalized.

2.20.3. We reserve the right at our sole and absolute discretion to block access to or to suspend, close or terminate your Account if:

  1. you violate the terms and conditions of this Agreement, including, but not limited to, engaging in abusive or harassing behavior;
  2. you add currency to your Account using any source that you do not have the legal right from which to transfer funds;
  3. we have reasonable suspicion that you are directly or indirectly using our Site, Exchange or other Services in violation of applicable law or regulation;
  4. we are directed as such by a regulatory authority, law enforcement, or a court of competent jurisdiction;
  5. we are otherwise required to do so by applicable law or regulation; or
  6. for any other reason in our sole and absolute discretion.

We are not responsible for any loss of currency or funds resulting from your violation of these Terms and Conditions or from any government forfeiture.

2.20.4. Without limiting other remedies available to us, we may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate your access to and use of the Site and Services, including closing your Account, at any time, with or without advance notice, if:

  1. We believe, in our sole and absolute discretion, that you have breached any material term of this Agreement or the document(s) it incorporates by reference;
  2. We are unable to verify or authenticate any information you provide to us;
  3. We believe, in our sole and absolute discretion, that your actions may cause legal liability for you, our users or us; or
  4. We decide to cease operations or to otherwise discontinue any Services or options provided by the Site, Exchange, or parts thereof.

2.20.5. You agree that neither the Site nor any third party acting on our behalf shall be liable to you for any termination of your access to any part of the Site or Services in accordance with these Terms and Conditions.

2.20.6. You agree that if your access is terminated by us, you will not attempt to regain access to the Site, Exchange, or Services – using the same or different username – without prior written consent from us.

2.21. SERVICE INTERRUPTION

From time to time due to technological factors, scheduled software uploads and other factors beyond or within our control, the Site or other Services may be temporarily interrupted. You agree that we are not liable for any loss and damage arising from such interruption and you agree to hold us harmless against any such interruption of or inability to access the Site or Services.

2.22. AGREEMENT TO RECEIVE NOTIFICATIONS AND OTHER COMMUNICATIONS

We reserve the right to send electronic mail or other messages to you and to other Members. The purpose of these communications may include, but is not limited to:

(i) Providing you with information concerning your Account;

(ii) Providing information to you regarding products or services offered by our affiliates or partners;

(iii) Informing you about any of our related products or services; or

(iv) Providing you with information about any item that we think, in our sole discretion, may be of interest to you.

2.23. MARKET MAKERS

We may engage one or more market makers (each, an “MM”), who may also be affiliated with us, to act as liquidity providers on the Exchange. You understand and agree that we may provide information concerning bids and offers provided by you and other participants on the Exchange to such MMs prior to posting such bids and offers to the Exchange. The MMs will have the opportunity, but not the obligation, to accept and fill such bids and offers prior to the other participants on the Exchange (including you), should such bids be matched at lower prices and such offers be matched at higher prices (price improvement) than they otherwise would have been had they been routed directly through the Exchange.

2.24. CANCELING TRADES

Absent mutual consent of parties involved, we reserve the right to cancel or nullify trades in the event that:

(i) The trade resulted from an erroneous print disseminated by the underlying market which is later cancelled or corrected, where such erroneous print resulted in a trade higher or lower than the average trade in the underlying currency pair during the time period encompassing five minutes before and after the erroneous print, by an amount at least five times greater than the average quote width for such underlying currency pair;

(ii) The trade resulted from an identifiable interruption or malfunction of an Exchange execution or communication system that caused a quote or order to trade in excess of its disseminated size or quote;

(iii) The trade resulted from an erroneous quote in the primary market for the underlying currency pair that has a width of at least EUR10.00 or that width is at least three times greater than the average quote width for such underlying security during the time period encompassing five minutes before and after the dissemination of such quote. Underlying market includes various digital currency venues and FX rates; or

(iv) The trade occurred at a price caused by any of the above, 10% above or below fair market value or deemed clearly erroneous.

3. Restrictions on Use of our Site and Services

3.1. USER TYPE

If you register with us as an individual user,  you agree that you will use the Site and Services for your personal use only.  If you register with us as an institutional user, you agree that you will use the Site and Services for commercial purposes only.  In addition, you agree that any use of the Site and Service shall for the purposes expressly permitted and contemplated by this Agreement.  You may not use the Site and Services for any other purposes, without our express prior written consent.

3.2. RESTRICTIONS ON USE

Without our express prior written authorization, you may not:

(i) Duplicate any part of our Site or the Materials contained therein or received via the Services (except as expressly provided elsewhere in this Agreement);

(ii) Create any derivative works based on our Site or any of the Materials contained therein or received via the Services, and you agree and stipulate that any and all derivative works are NOT “fair use;”

(iii) Use our Site or Services, or any of the Materials contained therein, for any public display, public performance, sale or rental, and you hereby agree and stipulate that any and all such uses are NOT “fair use”;

(iv) Re-distribute our Site or any of the Materials contained therein or received through the Services, and you hereby agree and stipulate that any and all such uses is NOT “fair use;”

(v) Remove any copyright or other proprietary notices from our Site or any of the Materials contained therein;

(vi) Frame or utilize any framing techniques in connection with our Site or any of the Materials contained therein;

(vii) Use any meta-tags, pay-per-click advertising, or any other “hidden text” using our Site’s name or marks, and you hereby stipulate that any use of the Site’s name or marks, or any other marks owned by Us is an infringement upon our trademark rights, and you stipulate to make payment of liquidated damages of five thousand euro (EUR 5000) per such infringement as a genuine pre-estimate of the loss and damage that will be suffered by Us as a result of such infringement, plus you agree to pay any and all fees incurred in the recovery of this amount, including attorney’s fees and all associated costs;

(viii) “Deep-link” to any page of our Site, or avoid agreement to the Site’s Terms & Conditions (for the avoidance of doubt, you may only link to the main entry page);

(ix) Circumvent any encryption or other security tools used anywhere on the Site or in conjunction with the Services (including the theft of usernames and passwords or using another person’s username and password in order to gain access to a restricted area of the Site);

(x) Use any data mining, bots, scrapers or similar data gathering and extraction tools on the Site or in conjunction with the Services;

(xi) Sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party the Materials or Services or any of your rights to access and use the Materials or Services as granted specifically by this Agreement

(xii) Use our Services to impersonate any other User or person;

(xiii) Use any Material or information on our Site or included in our Services in any manner that infringes any copyright, trademark, patent, trade secret, publicity or other proprietary right of any party;

(xiv) Upload or attempt to upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s property;

(xv) Upload, post, email or otherwise transmit any submission that you do not have a right to transmit under contractual, fiduciary or other relationships (such as inside information, trade secrets, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(xvi) Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that we may designate for such purpose;

(xvii) Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source material that is uploaded or otherwise provided by you;

(xiii) Restrict or inhibit any other User from using and enjoying the Services;

(xix) Harvest or otherwise collect information about others, including e-mail addresses or other personally-identifiable information;

(xx) Violate any applicable laws, policies, or regulations;

(xxi) Upload, post, email or otherwise transmit any material which is illegal immoral, obscene or defamatory of any person; or

(xxii) Do anything that may adversely affect proper operation of the Site, the Services and the reputation and goodwill of the Company.

3.3. INTERFERENCE

Except where expressly permitted by law, you may not translate, reverse-engineer, decompile, disassemble, or make derivative works from any of our Materials or any other Materials from our Site. You hereby agree not to use any automatic device or manual process to monitor or reproduce the Site or Materials, and will not use any device, software, computer code, or virus to interfere or attempt to disrupt or damage the Site, Exchange, or Services. If you do not adhere to this provision of this Agreement, you hereby stipulate to and agree to pay liquidated damages of five thousand Euro (EUR5,000) (being a genuine, pre-estimate of loss and damage suffered by us as a result of your said breach), plus any and all fees associated with recovery of these damages, including attorney’s fees and costs.

4. Stipulated Liquidated Damages

4.1. STIPULATED LIQUIDATED DAMAGES

In various provisions in this Agreement, we have outlined liquidated damages amounts to be applied against you if you violate these specific provisions. You specifically agree to pay these amounts. In agreeing to pay liquidated damages, you acknowledge that this amount is not a penalty, that the actual damages are uncertain and difficult to ascertain, but that this amount represents the parties’ good faith attempt to calculate an appropriate compensation based on anticipated actual damages and is a genuine pre-estimate of the loss and damage which may be suffered by Us.

4.2.  OTHER LIQUIDATED DAMAGES

For any breach of a portion of this Agreement that does not specifically state a liquidated damages amount, you hereby agree that any breach of this Agreement shall result in liquidated damages of one hundred Euro (EUR100) per occurrence. You specifically agree to pay one hundred Euro (EUR100) in liquidated damages per occurrence; provided, however, that you will not be required to pay such liquidated damages in an amount in excess of (x) EUR1,000 or (y) the outstanding balance of currency or other assets in your Accounts with the Company, whichever is greater.

5. Disclaimer of Warranty

5.1. EXPRESS DISCLAIMERS

By using the Site, And or Services, you expressly acknowledge and agree that:

(i) Such use of the Site, And, and Services is at your own and sole risk;

(ii) Any material and/or data downloaded or otherwise obtained through the use of the Site and Services or any of the Materials contained therein is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data;

(iii) The Site, And, and Services, and all materials contained therein, are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement;

(iv) Predya S.A. makes no representations or warranties that the Site, And, and Services, or any Materials contained therein, will be uninterrupted, timely, secure, or error-free; nor does Predya S.A. make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy, or completeness of the Site, And, and Services or any of the Materials contained therein;

(v) Predya S.A. cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties; and accordingly, Predya S.A. does not assume any responsibility or risk for your use of the Internet;

(vi) Predya S.A. makes no warranty, express or implied, regarding any transaction entered into through the Site, And, or Services;

(vii) Predya S.A. is NOT responsible for the XBT market, and Predya S.A. makes no representations or warranties concerning the value of virtual currency of any kind

(viii) The value of virtual currencies can be volatile and Predya S.A. is not in any way responsible or liable for any losses you may incur by holding or trading virtual currencies, even if the Site or Services are delayed, suspended, or interrupted for any reason; and

(ix) Predya S.A. is not responsible for any use of confidential or private information by users or third parties.

5.2. NO IMPLIED WARRANTIES

The warranties and representations expressly set forth in this Agreement are the only warranties and representations made by Predya S.A. with respect to this Agreement and the Services, and are in lieu of any and all other warranties, written or oral, express or implied, that may arise either by agreement between the parties or by operation of law or otherwise, including warranties of merchantability and fitness for a particular purpose which are excluded to the fullest extent permitted by applicable laws. None of these warranties and representations will extend to any third person.

6. Indemnification and Release

6.1. IMPROPER USE OF SITE OR SERVICES

The provision of any services which are in violation of any laws is strictly prohibited. If we determine that you or any User has provided or intends to engage in any activity or provide any services or material in violation of any law, your ability to use the Site, And, and Services will be terminated immediately without any reimbursement of any payment or fees you may have made to Us. We reserve the right, in our sole and absolute discretion, to cooperate with law enforcement upon legal request and/or advisement of an attorney. We hereby disclaim any liability for damages that may arise from any User providing any material or services for any purpose that violates any law.

6.2. INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its parent company, affiliates and subsidiaries and each of their respective officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, telecommunication providers, and agents (collectively, the “Indemnified Parties”), from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees (collectively, “Losses”), directly or indirectly, resulting from or by reason of  (i) your (or you under another person’s authority, including, without limitation, to governmental agencies) use, misuse, or inability to use the Site, And, Services, or any of the Materials contained therein; or (ii) your breach of this Agreement.

Predya S.A. shall notify you by electronic mail, mail, or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or choose our own legal counsel, but are not obligated to do so.

6.3.  RELEASE

To the maximum extent permitted by applicable law, you hereby discharge, acquit, and otherwise release the Indemnified Parties, from any and all allegations, counts, charges, debts, causes of action, claims and Losses, relating in any way to the use of, or activities relating to the use of the Site and Services including, but not limited to, claims relating to the following: negligence, gross negligence, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, misrepresentation, any financial loss not due to the fault of the Site, false identities, fraudulent acts by others, invasion of privacy, release of personal information, failed transactions, purchases or functionality of the Site, unavailability of the Site, its functions and/or Services and any other technical failure that may result in inaccessibility to the Site, And or Services, or any claim based on vicarious liability for torts committed by Users encountered or transacted with through the Site and Services, including, but not limited to, fraud, computer hacking, theft or misuse of personal information, assault, battery, stalking, rape, cheating, perjury, manslaughter, or murder.

The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by you. This release is intended by the parties to be interpreted broadly in favor of Predya S.A., and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims. This release is intended to be a full release of claims, and the parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.

7. Limitation of Liability

7.1. LIMITATION OF LIABILITY

Save as permitted to the maximum extent by applicable laws, in no event shall Predya S.A. (or its licensors, agents, suppliers, resellers, service providers, or any other subscribers or suppliers) be liable to you, or any other third party for any direct, special, indirect, incidental, consequential, exemplary, or punitive damages, including without limitation, damages for loss of profits, loss of information, business interruption, revenue, or goodwill, which may arise from any person’s use, misuse, or inability to use the Site, And, Services, or any of the materials contained therein, even if we have been advised of the probability of such damages. This is for any matter arising out of or relating to this Agreement and your use of the Site and the Services, whether such liability is asserted on the basis of contract, tort or otherwise, even if we have been advised of the possibility of such damages.

7.2. FORCE MAJEURE

We (nor any bank where our deposit accounts are held) will not be liable for our failure to perform any obligations under this Agreement due to events beyond our control, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond our control include, but are not limited to, acts of God, war, riot, arson, embargoes, civil commotion, strikes, labour disputes, equipment failures, bank failures, virtual currency market collapse or fluctuations, credit or debit card transaction processing failures, strikes, fire, flood, earthquake, hurricanes, tropical storms or other natural disaster or casualty, shortages of labour or material, shortage of transportation, facilities, fuel, energy, government regulation or restriction, acts of civil or military authority or terrorism, fibre cuts, weather conditions, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, failure of the telecommunications or information services infrastructure, hacking, SPAM or failure of any computer, server or software disruptions on account of or caused by vandalism, theft, phone service outages, power outage, Internet disruptions, viruses, and mechanical, power or communications failures.

If, after the date of this Agreement, any law, regulation, rule, regulation or decision of any funding method association, or ordinance, whether federal, state, or local, becomes effective which substantially alters our ability to perform Services hereunder, we shall have the right to cancel this Agreement, with notice, if reasonably possible, effective upon the earlier of (i) the date upon which we are unable to provide our Services hereunder; or (ii) thirty (30) days following notice.

7.3. MAXIMUM LIABILITY

In no event shall our maximum total aggregate liability hereunder for direct damages exceed the total fees actually paid by you for use of the Site or Services for a period of more than three (3) months from the accrual of the applicable cause or causes of action. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

7.4. RIGHT OF SET OFF

To the extent allowable by law, we reserve the right to set-off any damages or amounts owed to Us by you for your breach of this Agreement or other obligations under this Agreement against funds in your Account.

8. Links and Linking

8.1. THIRD PARTY LINKS

Some websites which are linked to or from the Site (including advertisements) are owned and operated by third parties. Because we have no control over such websites and resources, you acknowledge and agree that we are not responsible or liable for the availability of such external websites or resources, and do not screen or endorse such websites or the content, products, advertising or other materials presented therein, and are not responsible or liable for any such content, advertising, services, products, or other materials on or available from such websites or resources.

Use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use for those websites, and not by this Agreement or our Privacy Policy, which is incorporated into this Agreement by reference.

8.2. NO LIABILITY

You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, goods or services available on or through any such website or resource. If you decide to access any such third-party website, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein.

8.3. INDEMNIFICATION

You hereby agree to defend and hold harmless each of the Indemnified Parties from and against any and all Losses that may result from your use of links that may appear on the Site or via the Services. We reserve the right to terminate any link or linking program at any time.

9. Trademark Information

9.1. TRADEMARKS

“Predya S.A.” is a registered trademark of ours.

9.2. OTHER MARKS

Other manufacturers’ product and service names referenced herein may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners, and may not be used publicly without the express written consent of the owners and/or holders of such trademarks and service marks. You acknowledge and agree that we either own or have been authorized by relevant third-party intellectual property owners to use all trademarks, copyright, patents, design and intellectual property of any nature and form found on the Site and the Services.

9.3. NO INFRINGEMENT

All of the marks, logos, domains, and trademarks that you find on the Site and Services may not be used publicly except with express written permission from Predya S.A., and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits Predya S.A.

10. Copyright Information

10.1. OWNERSHIP

The Materials accessible from the Site, Services, and any other website owned, operated, licensed, or controlled by Us are our proprietary information and valuable intellectual property and we retain all right, title, and interest in such Materials. No rights, title or interest in any such Materials are transferred to you by access to the Site and Services.

All Materials included on the Site, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software are the property of the Company or its content suppliers and are protected by Luxembourg and international copyright laws. The compilation of all Materials on the Site is the exclusive property of the Company or its content suppliers and protected by Luxembourg and international copyright laws, as well as other laws and regulations.

10.2. NO ALTERATION OR DISTRIBUTION

The Materials may not be copied, distributed, republished, modified, uploaded, posted, or transmitted in any way without our prior written consent, except that you may print out a copy of the Materials solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Materials. Modification or use of the Materials except as expressly provided in this Agreement violates our intellectual property rights.

11. Export Control

11.1. EXPORT CONTROLS

You understand and acknowledge that the software elements of the Materials on the Site may be subject to regulation by agencies of the Luxembourg Government, which prohibits export or diversion of software to certain countries and third parties. Diversion of such Materials contrary to Luxembourg’ or international law is prohibited. You will not assist or participate in any such diversion or other violation of applicable laws and regulations. You agree that none of the Materials are being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or be used for proscribed activities.

11.2. NO AGENCY RELATIONSHIP

Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. We are not your agent or other representative. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons. This Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and Us.

12. Notice

12.1. NOTICE

Any notice we are required to give you under this Agreement may be provided by email, postal mail, or facsimile utilizing the contact information provided by you when you registered with the Site or by general posting on the Site. Notices from you to us shall be given by email to: [email protected] S.A..com, unless otherwise specified in the Agreement.

12.2. CHANGE OF ADDRESS

Either party may change the address to which notice is to be sent by written notice to the other party pursuant to this provision of the Agreement.

12.3. CHANGE TO TERMS AND CONDITIONS OR FEE SCHEDULE

Any notice of a change to our Terms and Conditions or Fee Schedule required to be given pursuant to Section 1.8 hereof, shall be sent to the email address you provide to us. The email notice will instruct you to visit our website to review the new changes to the Terms and Conditions or the Fee Schedule.

12.4. WHEN NOTICE IS EFFECTIVE

Notices shall be deemed effective upon delivery. Notices delivered by overnight carrier (e.g., Luxembourg Express Mail or Federal Express) shall be deemed delivered on the business day following mailing. Notices mailed by Luxembourg Mail, postage prepaid, registered or certified with return receipt requested, shall be deemed delivered five (5) days after mailing. Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement provided that they are deemed delivered one (1) hour after transmission if sent during the recipient’s business hours, or otherwise at 9:00 a.m. (recipient’s time) the next business day. Notices delivered by posting on the site shall be deemed delivered upon posting. Notices delivered by any other method shall be deemed given upon receipt. Either party may, by giving the other party appropriate written notice, change the designated address, fax number and/or recipient for any notice or courtesy copy, hereunder.

12.5. REFUSED, UNCLAIMED, OR UNDELIVERABLE NOTICE

Any correctly addressed notice that is refused, unclaimed, or undeliverable, because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, facsimile machine, email server or service provider, or overnight delivery service.

13. Communications Not Provided

We do not provide any facility for sending or receiving private or confidential electronic communications. Visitors should not use this Site or Services to transmit any communication for which the sender intends only the sender and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered into this Site or Services can and may be read by the agents and operators of the Site or Services, regardless of whether they are the intended recipients of such messages. User should not have an expectation of privacy regarding any communications sent through this Site or the Services.

14. Arbitration

14.1. BINDING ARBITRATION

If a dispute arises between the parties arising out of or otherwise relating to this Agreement, the parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either party must submit the issue to binding arbitration in accordance with applicable Arbitration Ordinance. Claims subject to arbitration (“Arbitral Claims”) shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims by Us under applicable worker’s compensation law, unemployment insurance claims, intellectual property claims (including, but not limited to, claims involving copyrights, trademarks, patents, unfair competition, and/or trade secrets), along with actions (regardless of the underlying cause of action) by Us seeking injunctions, attachment, garnishment, and other equitable relief.

Any dispute arising out of or relating to this Agreement, or the breach thereof, shall be finally settled on an individual basis –

(i) In the case of disputes involving customers of Predya S.A. Pte. Ltd., by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The language of the arbitration shall be English and the Agreement shall be interpreted in accordance with the laws of Singapore.

(ii) In the case of disputes involving customers of Predya S.A., by arbitration in Paris, France administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules. The language of the arbitration shall be English and the Agreement shall be governed by the laws of Luxembourg.

An arbitral decision resulting from (i) or (ii) above may be enforced in any court, and a prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorney’s fees.  Additionally, the parties waive any right to trial by jury, as well as any right to participate in a class action lawsuit.

The Arbitrator shall have no authority to award any punitive or exemplary damages, certify a class action, add any parties, or vary or ignore the provisions of this Agreement. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding.

14.2 NO WAIVER OF RIGHT TO ARBITRATION

There shall be no waiver of the right to arbitration unless such waiver is provided affirmatively and in writing by the waiving party to the other party. There shall be no implied waiver of this right to arbitration. No acts, including the filing of litigation, shall be construed as a waiver or a repudiation of the right to arbitrate.

14.3 WAIVER OF STATUTE OF LIMITATIONS

Notwithstanding the period of limitation prescribed by applicable laws for the bringing of any relevant action or claim, the Parties hereby mutually agree that no action, regardless of form, arising out of or in conjunction with the subject matter of this Agreement, except for claims involving intellectual property, claims to recover outstanding amounts due to Us and claims for indemnification, may be brought by any party more than one (1) year after the cause of action arose, following which either party shall have no further claim whatsoever against the other party.

15. Right to Injunctive Relief

Each Party acknowledges that the other party’s remedies at law may be inadequate to provide them with full compensation in the event of a breach of this Agreement, and that the non-breaching party shall therefore be entitled to seek injunctive relief in the event of any such breach, in addition to seeking all other remedies available at law or in equity.

16. Complaints

If you would like to contact us with a complaint, please contact Customer Support using one of the following methods:

E-mail [email protected] using the email address associated with your account.

Write to Customer Support at:

Predya S.A.

51 Route d’Arlon

L-1140, Luxembourg, Grand Duchy of Luxembourg

17. Miscellaneous Provisions

17.1. ASSIGNMENT

The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. You may not assign this Agreement without our prior written consent. We may assign this Agreement and our rights and obligations hereunder at any time upon thirty (30) days prior written notice to you.

17.2. SEVERABILITY

If for any reason a court of competent jurisdiction or an arbitrator finds any provision of this Agreement, or any portion thereof, to be invalid, unenforceable or illegal, such invalidity, unenforceability or illegality shall not affect the remainder of this Agreement which will continue to be in full force and effect.

17.3. NO WAIVER

No waiver or action made by Us shall be deemed a waiver of any subsequent default of the same provision of this Agreement. No failure or delay in exercising or enforcing any privilege, right, remedy, or power hereunder shall be deemed a waiver of such provision by Us. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement. All waivers must be in writing.

17.4. HEADINGS

All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.

17.5. COMPLETE AGREEMENT

This Agreement, together with our Privacy Policy, constitutes the entire agreement between the parties with respect to your access and use of the Site, And, Services and the Materials contained therein, and your use of the Site and Services.  This Agreement, together with our Privacy Policy, supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter.

17.6. OTHER JURISDICTIONS

We make no representation that the Site, And, Services or any of the Materials contained therein are appropriate or available for use in other locations, and access to them from territories where their content or function may be illegal or is otherwise prohibited. Those who choose to access the Site, And and Services from such locations do on their own initiative and are solely responsible for determining compliance with all applicable local laws.